I. Name
The official name of the organization shall be Agri-Business Club Alumni (ABCA), Black Hawk College East Campus.

II. Objective
The objectives of this organization shall be:

A. To promote fellowship among ag (agriculture) graduates.
B. To provide an organized way to contribute financially to the ag program.
C. To recruit and attract high school students to the ag program.
D. To recognize outstanding achievements of alumni and future alumni.
E. To promote and assist the ag program in any way possible.
F. To encourage international ag education and understanding.

III. Membership

A. Active – Any person having pursued and/or having received a degree and/or certificate in the ag division is eligible for active membership in the association.

B. Associate

1. Individual

a. Any person not qualifying for active membership may be considered to become an Associate Member.
b. A person interested in becoming an Associate Member must: 1) Submit an Associate Member Application along with the $150.00 membership fee; 2) Receive a majority vote of the ABCA Board of Directors; and 3) Understand that the Associate Membership has all rights and privileges except voting rights.
c. Once approved the person’s name shall be recorded as an Associate member in good standings.

2. Corporate/Business [Organization]

a. Any organization with a substantial portion of its income derived from an agriculture pursuit with an interest in supporting the ABCA may be considered for Associate Membership.

b. A request for Associate Membership accompanied by with a payment of $250.00 must be received by the ABCA Executive Secretary.

c. The “request for Associate Membership” must receive a majority vote by the ABCA Board of Directors. The ABCA will notify the entity making request in writing of their action. If approval is given, this Corporate/Business Associate Membership will have all rights and privileges except voting rights, for any of their employees.

d. The Corporate/Business will be listed as an Associate member who will include the names of those individuals who wish to have their names listed.

C. HonoraryThe ABCA may at any of their regular Board meetings, by two-thirds majority vote [9], to honor a person with “Honorary membership of the ABCA”. In order to receive this distinction, the person so bestowed should have made long-term valuable commitments to the ABCA. The Executive Secretary will maintain a permanent listing of honorary members.

IV. Officers

A. The Board of Directors will be composed of the four (4) officers and nine (9) directors and an ex-officio member from the Agriculture Program.

B. The Executive Committee will act on behalf of the Board of Directors at such times when it is not possible to convene the full board, subject to review of the Board of Directors.

C. Four officers will be elected for a one-year term each year with a maximum of two terms to the same office. They will included:

1. President
2. Vice President
3. Secretary
4. Treasurer

D. To qualify as an officer, nominee must serve on the Board of Director for at least one (1) year.

E. There will be nine (9) directors on the Board. Each director will serve one consecutive three (3) year term Election of directors will occur with three (3) directors being elected each year.

F. Duties of directors shall include:

1. Chairman or Co-Chairman of a committee.
2. Attending alumni meetings.
3. Pursue an office after completion of his/her term.

G. Filling Vacancies

1. Resignation by an officer must be submitted to the Board of Directors.
2. The Vice President will fill the vacancy of the Office of the President. The Board will fill any other officer vacancies.
3. A director vacancy will be an appointment by the Board.

H. Ex-officio member will be designated by the Board annually.

I. Executive Secretary

1. The Executive Secretary ~ will be appointed by the Board annually.
2. The job description for the position is the responsibility of the Board and will be reviewed annually.

J. Associate Executive Secretary

1. The Executive Secretary ~ will be appointed by the Board annually.
2. The job description for the position is the responsibility of the Board.

V. Meetings

A. Regular Annual Meeting

1. Includes all alumni and is held at the Board of Directors meeting immediately following the annual
banquet, the board will confirm the dates of the next two annual banquets to be held within the first
quarter of each year.

B. Special Meeting

1. May be called by a majority vote of the Board.

C. Board of Director’s Meetings

1. Will include all officers and directors.

2. Meetings will occur during each quarter, unless otherwise ordered by the Executive Committee.

3. Internet Meeting ~ By authority of any Officer, Executive Secretary- Ex officio, or Associate Executive Secretary – Ex officio, an Internet meeting of the Board of Directors may be held at address special matters, which cannot be delayed until the next regularly scheduled Board meeting. In the event a motion is properly made and duly seconded, the motion shall be open for discussion at least seven [7] days with any vote occurring on or after day seven [7]. This is to allow adequate discussion and participation of the Board of Directors. All responses should be addressed to the Board as a whole. The Chairman or Vice Chairman shall contact any Board member, without Internet access, in his/her absence or by the Executive Secretary –Ex officio or by the Associate Executive Secretary – Ex officio, in his/her absence. Passage will require at least seven [7] Board members voting in favor of the motion for passage.

4. Conference Call meetings- By authority of any Officer, Executive Secretary- Ex officio, or Associate Executive Secretary – Ex officio, an Internet meeting of the Board of Directors may be held at address special matters, which cannot be delayed until the next regularly scheduled Board meeting.

D. Quorum

1. A quorum of the regular and special meetings will be 20% of the dues paying members.
2. A quorum of the Director’s meeting will consist of 6 of the 13 member.

VI. Committees
Officers will make committee chairman assignments from the directors. Chairmen will appoint the members of their committee

A. Annual Meeting and Banquet Team

1. Program
2. Awards

B. Grants & BHE ABC Activities Team

1. Finance
2. Social Committee

C. Public Relation Team

1. Publication committee
2. Nominating and membership committee

VII. Amendment of Bylaws –

A. A proposed amendment must be submitted in writing to the Board of Directors at or prior to a meeting in
advance of the annual meeting.

B. The members will be notified of any proposed amendments along with the notice of the annual meeting.

C. A two-thirds vote of the members present at the annual meeting is needed for approval.

VIII. Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order shall govern the alumni in all cases to which they are applicable and in which they are not inconsistent with the bylaws and any special rules of order the alumni may adopt.

IX. Indemnification of Officers and Directors
The officers and directors, whether or not then in office, and by their heirs, executors, administrators and assigns, shall be indemnified by the organization against all costs and expenses reasonably incurred by or imposed upon them or their estates in connection with or resulting from any action, suit or proceedings, civil, criminal, administrative, or investigative, to which they or their estates shall or may be a party, or with which shall or may be threatened by reason directly or indirectly, of their being or having been a director or officer of the organization to the fullest extent permitted by applicable law or public policy of the State of Illinois and shall also be indemnified against any costs or expenses reasonably incurred by or imposed upon them or their estates in connection with or resulting from the settlement of any such action, suit or proceeding in which such director or officer did not engage in willful and wanton misconduct as defined by Illinois Law. The costs and expense against which any such director or officer shall be so indemnified shall be those actually paid or for which liability is actually incurred, irrespective of whether such cost or expenses are taxable costs as defined or allowed by statute or rule of court. Said rights of indemnification shall be in addition to any other rights with respect to any such costs and expenses to which such director or officer may otherwise be entitled against the organization or any other persons. By accepting the position of director or officer of the organization, the indemnification shall be considered and treated as a contractual commitment between the individual officer or director and the organization.

X. Dissolution Clause
Upon the dissolution of this organization, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the organization, dispose of all the assets of the organization exclusively for the purposes of the organization in such matter, or to such other organization or organizations organized and operated exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (C)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law), as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the organization is then located, exclusively for such purposes or to such other organization or organizations as said court shall determine, which are organized and operated exclusively for such purposes.